Colony of Webs
by dragoncymru
Summary: The Doctor and Katherine journey to the jungle world of Lanos III in search of the TARDIS. But what is stirring underground that could mean the destruction of a Cheem colony? The first story in the second season of TARDIS Adventures.
1. Chapter 1

**Prologue**

A mottled red and brown planet hung silently in space.

Even though it was the middle of the night in the jungle, it was still stiflingly hot and humid. A slight mist drifted through the warm air. Huge grey-brown trees twisted their way to the top of the dark, leafy canopy, their trunks festooned with thick, fleshy creepers that dangled to the jungle floor. The ground was covered in dense, lush foliage and long grasses that competed with each other for space. In the distance, the low growls and cries of exotic, alien creatures filled the night air.

Suddenly, the bushes and grass began to thrash about as something crashed through the night. Hoarse panting replaced the animal noises as a figure stepped into a small clearing. About the size of a man, but taller and leaner, the creature resembled a living tree. It had humanoid features but grown from wood, with bark instead of skin, and shoots and leaves that sprouted from its head. It wore a white and copper robe that was mud spattered, dirty and torn. It was a Cheem, and it knew it was close to death. What it had discovered could mean the end of the colony, but it knew that it would never return to the comforting branches of its Home tree.

The only hope that it clung to was that its brother Cheem was safe. Kloon was little more than a stripling, his branches still green and strong, but they had grown in the same soil; shared their minerals and water.

The Cheem looked wildly about as it heard a strange rustling from behind. It held one arm awkwardly, cradling it in the other as brown blood seeped from a nasty slash just below the shoulder and dripped freely to the ground.

It paused, grimacing in pain as it fought to find breath, the sap pumping through its veins. Then its eyes widened in terror as it heard a rustling from the depths of foliage. The creature was getting closer. Stifling its panic in a whimper, the Cheem started running desperately away from its terrifying pursuer.

Suddenly, something reared up in front of it and the Cheem fell backwards to the ground with a cry. It looked up in horror as the creature stood over him, hissing and chittering in triumph, its many dark eyes filed with cruelty and malice.

The jungle night was interrupted by a terrifying scream………..

**1.**

The Federation spaceship _Darwin_ emerged from hyperspace with a flash and flew towards the small red and brown planet.

"Now entering the Lanos system Captain," reported the pilot from the front of the bridge. "We'll be at Lanos III in a few minutes."

"Understood, thank you." Doctor Ian Taylor shifted uncomfortably in the command chair. He would never get used to being called 'Captain', even on a smaller science ship like the _Darwin. _

Next to Taylor stood the Doctor, now dressed in a new dark crimson suit but still with his familiar long brown coat. He put on his glasses and gazed at the planet on the view-screen as they approached. "Yup, this is it," he nodded, "this is where we answered the Ice Warrior's distress call all right." He took off his glasses and smiled at Taylor. "Lanos did you say? What's down there?"

"Not much," shrugged Taylor, "it's fairly hot being close to the sun – mostly jungle and swamp I think. But it's a Cheem colony world. Heard of them?"

The Doctor nodded. "Met them once too!" His mind drifted back to Platform 1 so long ago. "Incredible species – living trees!"

"We'd better contact them," Taylor signalled to the comms officer sitting next to the pilot who nodded and started to push buttons on his console.

The door to the bridge rolled open and a pretty and elegant young woman entered. Katherine de Gallois, the Doctor's companion was now dressed in fawn trousers, brown boots and a dark green top with a matching short jacket over it. She walked past Taylor and touched him affectionately on the arm. "Are we there yet?" she grinned cheekily at the Doctor.

"Just about," smiled the Doctor, putting his arm over her shoulders as she approached him.

Katherine looked at the planet on the screen. "Doctor, it could be anywhere!"

The Doctor shook his head. "The TARDIS is down there somewhere – we just have to find it!"

"But how?"

He tapped his nose slyly. "Oh, I have my methods!"

"Contact with the Cheem colony Captain," reported the comms officer.

The image on the screen changed to show an older female Cheem dressed in a sumptuous green robe. The colour of her bark-like skin was a dark grey and the leaves and shoots on her head were partly brown.

"Greetings Captain," said the Cheem inclining her head with respect, "I am Councillor Malk."

**2**.

"I'm Captain Ian Taylor of the Federation science vessel _Darwin_ Councillor," Taylor replied, unconsciously straightening his blue and white uniform jacket.

"How can we help you Captain Taylor?"

Taylor paused. "I'm afraid the Federation has, ah, lost some equipment that has landed on your planet."

Malk's eyes flashed angrily. "If you mean the debris from the Martian ship, then most of it burnt up on entering our atmosphere. If it had not, there would have been a catastrophic loss of life!"

Taylor held up his hands. "Yes I know Councillor, it was a most unfortunate accident, but I thought you only had a small colony on Lanos III?"

"All the jungles and forests are life Captain!"

Taylor was getting flustered – he was a doctor not a diplomat! "Of course….. the missing equipment is not dangerous I assure you, just a large blue box apparently." He glanced at the Doctor who just nodded. "Would you allow us to land?"

Malk's expression changed. "Land? I will…..have to consult with the council. I will contact you…shortly."

The image the screen changed to the planet again as Malk cut the connection.

The Doctor had been watching Malk. "She's hiding something," he said thoughtfully.

Lieutenant Zoe Peters, the _Darwin_'s security officer, piloted the shuttle expertly as it descended into the atmosphere of Lanos III. Next to her sat Katherine who gazed out of the cockpit window with wonder. Entering this strange, new world reminded her of the aqua-pod on Lemeria when the Doctor had left her and Megan at Reef City One.

Katherine glanced across at Zoe and grinned.

Zoe smiled back. She was a little older than Katherine, probably in her early thirties and a few inches taller too. She had mid-length straight blonde hair, blue eyes that were both warm and efficient at the same time, and a strong, angular jaw.

In the seats behind the two women sat the Doctor and Taylor, and behind them in the rear of the shuttle were two security personnel – Michaels and Carver.

"At least they let the shuttle land," shrugged Taylor.

The Doctor nodded absent-mindedly. "Hmm, well there wouldn't be anywhere for the _Darwin_ to land except the colony itself, and we don't want to go there yet anyway."

"Don't we?" asked Taylor.

"Nope!" The Doctor reached over Zoe and tapped some buttons on the sensor controls. "Aha!" He flashed a grin. "There she is!"

**3.**

The Doctor pointed to some co-ordinates that registered on a display screen. "Try and bring us in as close to there as you can."

"But the sensors didn't pick up anything over there just now?" frowned Zoe, checking the controls.

The Doctor winked at a smiling Katherine. "Well, they wouldn't know what to look for!"

The shuttle soared over the vast jungle of the alien planet as it dropped below the grey, oppressive clouds. Enormous trees twisted and snaked up from the ground tangling together to form an enormous green canopy that seemed to stretch in all directions as far as the eye could see.

With surprisingly delicate manoeuvres, the shuttle extended its landing struts, folded up the flight wings so they were vertical and landed gently in a small clearing that wasn't much bigger than the vehicle itself.

A mist drifted through the air as the hatch in the side of the shuttle rolled open and a ramp extended until it touched the marshy ground below. With the Doctor in the lead, the six-strong crew walked slowly down the ramp and came to stand in the clearing.

The Doctor looked around him with interest, a grin on his face as he took a deep breath of air. It tasted soft with a pungent sulphurous tang, but the grin never left his face. "Lt. Zoe Peters, that was truly incredible piloting," he beamed.

Zoe replied with a nod and a small smile while she checked that her Federation blaster rifle was primed. She glanced across to Michaels and Carver who, to her satisfaction, were doing the same. They both nodded back to her.

In contrast, Taylor, still unused to his new command, had slung a medical kit over his shoulder. 'Hard to shake the habit," he confessed with a shrug.

Katherine picked her way carefully through the muddy ground and peered into the darkness of the dense, alien foliage around her. "Have we landed far from the TARDIS?"

The Doctor blew a breath from his cheeks. "No, not really; a few minutes walk, that's all." He held up his finger, waggled it about and then pointed into the jungle. "This way, come on." He switched on a torch and started off.

Katherine rolled her eyes with a smile and walked after the Doctor. Cautiously watching all around them, the four Federation officers followed the two time travellers into the shadows.

The jungle mists swallowed them up.

**4.**

They had walked through the dark and humid jungle for nearly ten minutes, and Katherine could see that the Doctor's frown was getting deeper and deeper

"Shouldn't we have found the TARDIS by now?" she asked, pushing a vine out of her way as she walked.

He nodded with frustration. "If only the Ice Warriors had returned my sonic screwdriver." He stopped and swivelled on his heels, looking all around him with frustration. "It should be here!"

Suddenly, a terrible high-pitched wail burst from the jungle behind them.

Katherine jumped and grabbed at the Doctor's arm as the terrifying noise echoed through the jungle night air before abruptly ending. "What was that?" she gasped nervously.

Zoe, Michaels and Carver raised their blasters higher and Zoe glanced at the Doctor. "I don't know, but it doesn't sound friendly! Some kind of hostile jungle life Doctor?" she asked.

The Doctor nodded slowly, scanning the dense foliage for any further movement. "Yup – probably very large and very hungry…..."

Taylor looked behind them as some of trees and bushes began to move wildly. "Are we just going to stand here and talk about it?"

The Doctor looked through the dark jungle night. Something was coming towards them. "Nope! Run!"

He grabbed hold of Katherine's hand and, followed closely by the Federation officers, they ran deeper into the jungle.

The creature, that resembled a small dinosaur with a brown and green hide, a ridged crest that ran down its back, and a mouth full of very large and very sharp teeth, gave another bellow and started to run after them.

Katherine thought her lungs were going to burst. The Doctor was running through the jungle at incredible speed and she was glad that his grip on her hand was firm. She had stumbled a few times over the rough terrain and each time the Doctor had hauled her to her feet and kept her going.

Behind them, the Federation security guards ran a rearguard action, occasionally squeezing off a shot at the hostile creature. "I think it's gaining on us!" Carver hollered.

"Then keep running!" yelled the Doctor.

Suddenly, the ground simply gave way beneath the Doctor and Katherine. Katherine thought she was actually flying through the air until she realised that they had stumbled into what felt like a ravine. The alien fronds and foliage had disguised the edge until it was too late.

**5.**

Taylor watched with horror as the Doctor, Katherine and then Zoe simply disappeared into the ground in front of him. He staggered to a halt and turned to warn Carver and Michaels of the danger and his eyes widened in fear. The creature was almost upon them.

Katherine held her breath, her hand still tightly gripped by the Doctor, as they fell. A terrifying picture of them lying at the bottom of a cliff, their limbs broken and twisted, flashed through her mind.

Then it was over, and all the breath was knocked from her lungs as she hit the ground – or rather the Doctor. He had, with amazing agility, managed to twist in midair so that he cushioned her fall.

"You're heavier than you look!" he muttered from underneath her.

Katherine got unsteadily to her feet, still dazed. She shook her head to clear it. "What happened, are you alright?" She offered the Doctor her hand and he jumped up, dusting off his long brown coat.

"We took a bit of a tumble, that's all," he said looking up.

"We could have been killed!" Katherine gasped.

The Doctor grinned. "Yeah, but we only fell about twenty feet, and we landed on something soft. Well, you did anyway – me!" He looked up again at the sound of a roar from the creature. "What happened to the others?"

"Doctor, Katherine?" came Zoe's voice from above them. "You two okay?"

The Doctor and Katherine exchanged a glance before the Doctor picked up his torch where he had dropped it in the fall. Miraculously it still worked and he shone it upwards. The bright beam of light cut through the jungle darkness to reveal Zoe swinging on the end of a jungle creeper about fifteen feet above them.

"What's happening up there Zoe?" shouted the Doctor

Zoe kicked against the side of the pit to turn herself around and then looked down at the Doctor and Katherine. "I don't know."

There were some more shots from above, the sounds of people running, the heavy thuds of the creature as it moved, and then a terrible human scream.

Zoe looked up. "That was Michaels!" She started to scrabble up the vine.

"Don't move!" ordered the Doctor. "There's nothing you can do."

Katherine reached over to hold the Doctor's hand as they waited. They heard the sounds of the creature moving away into the jungle and then there was a terrifying silence.

**6.**

The Doctor squeezed Katherine's hand as a tear rolled down her cheek. Katherine was a compassionate woman and unnecessary and violent death upset her – even after being with the Doctor for so long. He swept the torch around them. "It looks like we're in some kind of pit Zoe."

Zoe was frozen, her face a mask of shock. She swallowed, shook her head, and then started to crawl down the vine she hung from. "Wait a minute, I'll get down to you."

"No," the Doctor shook his head. "Find out what happened and then find some more vines or creepers."

Zoe nodded. "OK, I get it. Tie them together and make a rope."

The Doctor nodded, trying to summon up a smile at a stricken Katherine. "That's the idea." He shone the torch upwards again, and could just see Zoe as she pulled herself over the edge of the pit. "Be careful." he shouted up to her.

The Doctor put his arm around Katherine. "There was nothing we could do," he whispered. She just took a deep breath and nodded.

After a few seconds, Zoe peered back down into the pit. "The creature killed Michaels, but there's no sign of Captain Taylor or Carver."

Katherine's eyes lit up with hope. "Then they could still be alive."

"They probably tried to lose it in the jungle – there's still hope," smiled the Doctor. "Zoe, can you raise them on your communicator?"

Zoe nodded. "I'll give it a go." She pulled the communicator from her belt and switched it on but there was only the buzz of static. She shook it with frustration and then leant over the pit again. "It must've been damaged when I fell."

"Then take a quick scout about and see if you can find those creepers."

"Back as soon as I can." Zoe said and vanished with a wave.

Katherine heard her move off into the jungle as the Doctor put his hand on her shoulder. "Well, now she's gone, what shall we do? Sing campfire songs, tell each other ghost stories?" His voice dropped in a mock menacing tone.

She shook her head. "I'll pass thanks."

The Doctor swept the torch about again, the beam cutting through the darkness revealing the earth and rock around them. The hole they had fallen into was, he estimated, about thirty feet in diameter. "Could try to look for a way out down here?"

"Doctor……..is this thing natural or……."

"Did someone – or something – dig it out?" The Doctor finished her sentence. "I thought you didn't want to hear ghost stories." His tone became serious. "Zoe will be back in a minute, but let's not waste the time, let's have a look around."


	2. Chapter 2

**7.**

Zoe searched the area around the pit but could only find one or two small vines and even they snapped when she tested their strength by tugging on them. With disgust and frustration, she threw them to the ground and made her way back to the edge of the pit.

She peered over the edge and into the darkness below but could see no movement. "Doctor," she shouted, "no such luck; I'm going to have to go and get some rope from the shuttle."

There was no reply from the pit.

Zoe bit her lip. She was a Federation security officer and always prided herself in her calm and efficient manner. To panic was completely alien to Zoe, but even she felt her pulse quicken. "Damn," she whispered.

She was about to shout down again when suddenly there was a rustle from the foliage behind her.

The Doctor and Katherine had completed a check around the perimeter of the ravine. It was far longer than it was broad, but clearly not artificial after all. Something may have gouged the rock and earth out of the ground, but that would have been centuries ago. Now, alien bushes and creepers, and what looked to Katherine like large sticky cobwebs had grown all about and inside it, disguising the edges.

As the Doctor flashed the torch over to one corner Katherine thought she could see something. "Doctor," she called, "come and take a look at this."

The Doctor walked over to her. "What is it?" he asked.

"Over there, it looks like a tunnel."

They walked closer. It was a tunnel, around eight feet high and covered in more creepers and a mass of sticky webs. The Doctor pulled a few of the webs aside, rubbing them onto the trunks of nearby trees. He flashed the torch inside to reveal rough, damp, rocky walls and more webs, leading into darkness.

The Doctor raised an eyebrow. "Fancy a walk?"

"What about Zoe?"

"Oh, we'll only be a minute or so – just to see where it leads." He nodded towards the tunnel. "Besides, if Zoe doesn't find enough vines, that could be our only way out."

Katherine swallowed, pursing her lips nervously. "Alright then, just a minute or two….."

The Doctor grinned then leant over to Katherine. "Are you thinking what I'm thinking?" he whispered.

"What do you mean?"

"Come into my parlour…..."

Katherine stopped him with a look. "Don't!"

The Doctor took her hand and gave her a reassuring smile as they ventured into the tunnel.

**8.**

Katherine kept a tight grip on the Doctor's hand as they slowly explored the dark tunnel. It seemed the further they went, the walls were getting smoother, but there were more of the sticky web deposits all over the walls and ground. She also got the impression that the tunnel was sloping down

"What do you think they are Doctor?" she asked quietly.

"Hmm?" The Doctor made a cursory glance upwards but just shrugged. "I don't know, but this is more interesting. Take a look." The Doctor pointed the torch in front of him.

Katherine gasped in surprise. Embedded in the wall was a large metal hatch. "It's a doorway!"

The Doctor grinned. "I know! Here hold this." He passed her the torch and grasped hold of the hatch

"What about Zoe? She could be waiting for us?" Katherine warned.

"Oh come on, we can't let this up! Zoe can take care of herself for a bit. Aha!"

The Doctor smiled in victory as he tugged on the hatch and with the groan of rusted metal on rock, it slid slowly upwards. Dim amber light from a chamber beyond spilt outwards onto the tunnel, making the web deposits glitter eerily.

Taking hold of Katherine's hand, the Doctor stepped carefully through the hatch. Katherine looked behind her, expecting the hatch to crash down behind them any second, but it remained reassuringly raised. The passage they walked along was narrow at the ground, but then widened at shoulder level, only to start narrowing again. It had a high ceiling and even when the Doctor shone the torch directly up, Katherine couldn't really see where it ended.

Much to her disgust, the deposits of sticky webs had increased and now there were both bundles and stretched webs as big as a man. As she walked past a particularly big one, she plucked up the courage and reached out her hand to touch it, but the Doctor grasped her hand back and shook his head in warning.

Katherine looked upwards at a sudden noise from above. She thought she'd heard something scuttling along the wall, but could see nothing there. Still, she felt uneasy, and there was something else as well. A stench that was growing steadily stronger that made her stomach churn. She put her hand to her mouth and gagged.

"Can you smell that Doctor? It's disgusting!"

The Doctor started to reply, when suddenly, something dropped to the ground in front of them.

Katherine stifled a scream, not only in surprise but also at the hideous appearance of the creature. It was slightly larger than a man, perhaps six or seven feet tall, with a reddish-brown spider-like body and eight multi-jointed legs. The front two legs ended in sharp spear points. The head consisted of several black, glassy eyes that surveyed them balefully and it had a mouth full of sharp teeth that looked like they could bite through anything.

The Doctor gasped in shock. "It's a Racnoss!"

**9.**

Zoe reached slowly for the blaster at her belt. She had dropped the one she was carrying when she had to grab on the vine to stop herself from falling into the pit, but she always carried a spare. The rustling behind her had stopped as she gently eased the blaster from the holster. She took a deep breath, her muscles tensing before she sprang backwards, pulled the blaster out and pointed it at the bushes.

"Show yourself or I shoot," she ordered.

A figure stepped from the foliage, its hands raised. It was a young male Cheem with the shoots from its head and hands a vibrant green. It was dressed in a black and copper tunic that was spattered with mud. The Cheem looked nervously at Zoe. "Don't hurt me please!"

"Who are you?" Zoe lowered her blaster and stepped towards the frightened Cheem.

"My name is Kloon."

"Are you from the colony?"

Kloon nodded silently, slowly bringing his hands down.

"Then what are you doing out here?"

The bark-like skin on the Cheem grew darker and his eyes flashed with anger. "I'm looking for my brother, but………I think," his voice dropped to a whisper, "they killed him!"

Zoe looked at Kloon carefully. "Who killed him?"

"The spiders!"

Breathing heavily, Ian Taylor wiped the sweat from his brow as he sat on the fallen log. So much for his first command expedition on an alien world he reflected bitterly. He looked up at Carver who stood next to him and seemed in far better shape - still alert and scanning the jungle around them for any further hostile life.

"It looks like we lost it sir," said Carver.

Taylor nodded. "We lost Michaels too."

"I know sir." Carver paused. "Part of the job sir, Michaels knew that."

Taylor got to his feet and put his hand on Carver's shoulder. "I'm sorry, I know he was your friend."

"We graduated from the academy the same year," Carver replied and then hurriedly changed the subject. "We'd better be getting back to where we lost the Lt. Peters and the others sir."

Despite the oppressive heat, Taylor went cold as he suddenly realised that he could be responsible for three other deaths. "Yes you're right. Hang on," Taylor was struck by an idea and pulled his communicator out. "Lt. Peters, do you copy?" There was only static as a reply and Taylor glanced worriedly at Carver before putting the device back on his belt. "Come on," he ordered grimly.

**10**.

The Racnoss gave an angry hiss and started towards the Doctor and Katherine who screamed in terror.

The Doctor grabbed Katherine's hand and backed away. He turned to run but stopped short as another Racnoss dropped from the tunnel ceiling and reared up in front of them, blocking their escape.

"Okay, not good," muttered the Doctor, weighing up his chances. "Racnoss ay? I thought you lot died out, ooh, long ago? And I mean, really, really long ago! What are you doing here?"

Now that the Doctor could look at the Racnoss properly, he saw that the creatures either side of them were a lot smaller than the Racnoss Empress he had encountered on Earth at Christmas. These were about half the height and about the size of a horse.

One of the Racnoss raised a speared front leg towards the Doctor. "You know our species?"

The Doctor nodded, holding a still terrified Katherine close to him. "Yup. Wasn't a pleasure I can tell you. Although I have to admit that your Web-star ship was impressive, I'll give you that."

The other Racnoss scuttled around the Doctor and Katherine to stand by the first. It tilted its' head and hissed. "It may know our technology. It can help!"

The first Racnoss nodded quickly and smiled furtively, showing sharp fangs. "The Countess will reward us. We must bring them." It reared up again and advanced forwards, nudging the Doctor and Katherine back. "You are our prisoners, now walk!"

Realising they had no alternative, the Doctor smiled reassuringly at Katherine before turning and walking further and deeper into the Racnoss lair.

The two Racnoss hissed and chattered excitedly as they followed their two prisoners through the cobwebbed tunnels.

After a few minutes they reached a thick mass of webs that blocked the tunnel completely. The Doctor and Katherine came to a halt as one of the Racnoss scuttled around the wall of the tunnel and using its' body, seemed to lift up the veil of webs like a curtain.

The Doctor and Katherine stepped through the hole created by the Racnoss and into a huge underground chamber that was strewn with webs and glittered with huge crystal deposits. Dozens of Racnoss scurried over the floor and walls of the chamber.

The Doctor looked around him with fascination and put on his glasses for a closer inspection of some of the crystals. "Oh, now this is impressive," he smiled as he realised where they were. "It's another Web-star ship isn't it?"

**11.**

Zoe raised her eyebrows at Kloon. "Spiders? What spiders?"

The Cheem nodded quickly, looking around the dark jungle with nervous eyes, as if expecting something to jump out at them at any moment. "They're huge," he held out his bark-like hands to demonstrate, "this big, with a torso on the front of the legs, all red and bloated." He shuddered with fear, still reliving something in his mind. "They just appeared out of nowhere and attacked us. We got separated."

"Your brother?" Zoe asked.

Kloon nodded and pointed downwards. "They live in tunnels under the ground," he croaked.

"Tunnels?" Zoe suddenly realised the danger she had left the Doctor and Katherine to face and bit her lip with determination. "Come on," she ordered briskly, striding up to Kloon and grabbing his arm. "You're coming with me. We've got to get back to the shuttle and get some rope before it's too late!"

Pulling a still confused Kloon after her, Zoe set off at a jog through the shadowy jungle.

The Doctor wheeled around examining the crystal circuits that were embedded in the walls of the chamber whilst Katherine stood close to him, still terrified of the Racnoss that scuttled and hissed around them.

"Oh, this is really lovely, I mean really, really lovely," smiled the Doctor. "I haven't seen crystal matrices like this for, ooh, centuries." He turned and grinned at a nearby Racnoss. "Still using empathic control? Ah, sweet!" He reached out and touched one of the circuits in the crystal and snatched his finger back as the crystal emitted a small blue spark. "Ouch; oh, that's not good is it," he continued, clicking his teeth, "you've got a nasty positive feedback loop there." He examined the next crystal, and the next few that radiated from it. "And here too. Blimey, connect yourself up to this lot and you'd get a heck of a headache, let alone lift off!"

"Exactly Doctor!"

The voice, sibilant, sensual and cruel, came from above.

The Doctor and Katherine looked upwards to the high vaulted roof of the chamber to see a Racnoss female, much larger than the rest and a deep blood red, descending towards them gracefully on a silken thread. As she descended, the other Racnoss warriors scuttled back respectfully.

The Racnoss smiled showing a mouth full of large, sharp fangs. "I am the Countess Widarra of the Racnoss," she hissed. "Welcome to my Web-star and our salvation!"

**12.**

The Doctor regarded the Racnoss Countess coolly. She was a little smaller than the Empress that he had encountered the previous Christmas, but still formidable. He blew out his cheeks. "Hardly salvation is it. Try and get this thing off the ground and you'd fry all your brains!" He gestured to the fractured crystal circuits in the wall. "That's the problem with empathic control y'see – malfunctions are literally a real killer!"

Widarra landed gracefully on the floor of the chamber and reared up on her back legs over the Doctor and a now terrified Katherine who stepped backwards, stifling a scream. "Oh, but you're wrong Doctor," she cooed, touching him surprisingly delicately on the cheek with a sharp spear-like front leg. "Now that you're here……"

Carver suddenly pulled Taylor down behind some bushes as he heard movement from ahead of them in the jungle. Both men froze, expecting an attack from another hostile creature, but after a second, Taylor smiled in relief and got to his feet as he recognised the figure coming towards them. "Lt. Peters, over here!"

Zoe whipped her blaster around in Taylor's direction at the sudden sound, but then let out a breath and lowered it as she recognised her commanding officer. "Good to see you sir." She nodded towards Carver who returned the gesture with a grim smile.

Taylor's smile was replaced with a worried frown. "Where are the Doctor and Katherine?"

"They fell down a pit as we ran away from that creature sir," Zoe reported, "but they're both alive and unhurt. I was going back to the shuttle to get some rope to pull them out."

Taylor nodded. "Good idea." Then he caught sight of a nervous Kloon and looked enquiringly at Zoe.

"This is Kloon sir," said Zoe. "I found him on his own in the jungle; said he was looking for his brother."

"You're from the Cheem colony?" asked Taylor cautiously.

Kloon nodded. "Yes." He looked around them and licked his dark lips. "We must keep moving."

"Yes we know," said Taylor, "we were attacked by one of those creatures earlier."

Kloon's brown eyes widened with fear. "You've been attacked by the spiders?"

Taylor looked at Kloon with confusion. "Spiders?"

"Apparently another alien species sir," said Zoe. "Hostile and living underground."

Taylor ran his hand through his hair. It was damp with sweat. "Then we'd better get back to the shuttle and get that rope!"

**13.**

The Doctor backed slowly away from the Racnoss Countess, being careful to keep Katherine behind him. "Salvation? Who me? Nah, you've got the wrong guy, sorry."

Katherine watched the alien in silent horror, her mouth dry with fear. She had always hated spiders and confronting these bloated creatures in their lair was like a living nightmare. Out of all the monsters and aliens she had encountered since being with the Doctor, she couldn't think of one that terrified her more than the Racnoss

Widarra drew back her black lips revealing her pointed fangs again. "Prattle all you want little Doctor. I can see you for what you really are."

"What, all that 'empathic control' rubbish?" The Doctor took off on his glasses and sniffed. "Just a bit of guesswork really, I mean you need an expert, not an amateur like me."

Widarra chuckled maliciously. "You speak nonsense my little Doctor-man." She met his gaze. "But your eyes are as old as the stars."

"Oh, really? Perhaps I should have my laughter lines done?" The Doctor reached out surreptitiously and grasped Katherine's hand. "Anyway," he continued, "it's not my eyes you need to watch Countess."

Widarra tilted her head questioningly.

"It's my feet! Run!"

The Doctor dashed madly through the underground chamber with Katherine next to him, their coats flying out behind them.

Countess Widarra bared her fangs in anger. "Get him my children!" she shouted.

Dozens of Racnoss stopped what they were doing and scuttled across the chamber after the Doctor and Katherine.

Zoe glanced behind her as another animal cry shattered the jungle night. Carver swung around, pointing his rifle behind them as he walked backwards scanning the vegetation calmly. Kloon just stared silently into the blackness, trying to keep close as possible to Zoe.

Taylor licked his dry lips. "That sounds like one of the creatures that attacked us earlier."

Zoe nodded and raised her blaster higher. "I can't see anything. We should be at the shuttle just through this thicket here." She pushed her way through a tangle of thick alien foliage with dark, fleshy leaves and a pungent aroma that reminded her of rotten meat. Then abruptly she stopped and stared. "Oh no!"

Taylor came to stand next to her. "What is it?"

"The shuttle," Zoe pointed ahead, "look!"

The _Darwin _shuttle ahead of them was completely covered in sticky, glutinous webs as thick as ropes that glistened in the night.

"The spiders," breathed Kloon, "it was the spiders!"


	3. Chapter 3

**14.**

The Doctor and Katherine some how managed to make it through the chamber and out into a rocky tunnel at the other end without being intercepted by any of the Racnoss. But the spider-like aliens were fast and agile, and scuttled after them in pursuit.

"They're too fast Doctor, we'll never make it!" gasped Katherine, her lungs bursting.

The Doctor skidded to a halt as they reached an intersection in the tunnels and looked desperately around them. The Racnoss were definitely gaining. Then suddenly he noticed something. His eyes lit up and he grinned triumphantly. "Won't we?"

He pulled Katherine down a side tunnel to where a familiar object nestled in the shadows. Katherine's jaw dropped and she gasped in amazement at what she saw. "The TARDIS!"

The Doctor laughed and nodded, quickly opening the door with his key. "I told you I could sense her. She must have just been underground!" He turned to the Racnoss who skittered and scurried towards them, their fangs bared. "Can't say it's been a pleasure. Bye!"

Katherine jumped into the TARDIS and the Doctor slammed the door behind her just as the angry Racnoss horde reached them.

The Doctor bounded across the metal grilled floor to the central console as Katherine sat panting on the walkway. She could hear the thuds and bangs as the Racnoss battered on the TARDIS door attempting to force their way in and looked up with alarm. "They won't be able to get in will they?"

The Doctor was studying the console intently and flicked a few switches. "What, that lot? Nah, no hope."

Katherine's heart was still hammering in her chest and she fought for breath, letting the air out slowly from her lungs. She pushed back her dark curly hair and looked around the golden chamber that hummed gently. She had never realised before how so comforting that sound was to her; how much the TARDIS now felt like home. Strangely, even though the TARDIS had been lost for over a month, she had never even once considered that they might never find it again. It seemed so…. indestructible.

"Everything all right?" she called.

The Doctor pushed a last switch and turned around to grin at her.

Behind him, the central pillar illuminated with an incandescent light and began to move slowly up and down as a strange wheezing, groaning sound filled the air.

Katherine grinned back.

**15.**

Watched by the others, Zoe poked at the webs covering the shuttle with a tree branch. They were tough and incredibly sticky. She threw the branch to the ground in disgust. "We're not going to get past those unless we can burn them off. I don't really fancy touching them either."

Taylor nodded in agreement. "They could have acidic compounds in them."

"We could try burning them off with blasters at a low setting?" suggested Carver.

"That's not going to do much for the shuttle integrity if we try and take off though," replied Zoe.

Taylor turned to Kloon. "I think you'd better take us to your colony. We can get help there."

Kloon nodded but before he could answer the air was filled with a strange, wheezing, groaning sound. Zoe and Carver raised their blasters in alarm as the flashing light of the TARDIS appeared and it materialised close to the shuttle.

The door to the TARDIS opened and the Doctor stepped out, Katherine close behind him. He patted the blue box affectionately. "Oh, well done!"" The Doctor grinned at the Federation officers. "Everyone safe?"

Taylor laughed in disbelief and shook the Doctor's hand whilst Katherine hugged a stunned Zoe.

"We're fine," smiled Taylor and gestured towards the TARDIS. "So this is what we've been looking for?"

The Doctor nodded. "Yup. The Racnoss must've pulled it underground." He suddenly noticed Kloon. "Oh, hello. Are you from the colony?"

Kloon nodded warily, unsure of this new stranger who had suddenly appeared from nowhere. "My name is Kloon. The Racnoss? You mean the spiders?"

"A nasty alien race that supposedly died out eons ago. This must've been a colony ship that must've gone into hibernation. Now they've woken up and boy are they hungry!"

"They've killed any Cheem that have ventured into the jungles," agreed Kloon, "picked us off, one by one."

"Well, I'm not sure if they're all awake yet, but when they are………"

"Then the council can't deny it any longer!"

The Doctor realised what Kloon meant and turned to Taylor. "Ah, that's why Councillor Malk was so evasive when we arrived." He turned back to Kloon. "No, no they can't, and it'll be your job to let them know."

Kloon shrugged. "But they'll never believe me!"

"Yes they will," replied the Doctor, "they have to. Doctor Taylor – Ian - you'll go with Kloon here and warn the Cheem colony."

**16**.

"What about the rest of us?" asked Zoe, and Carver nodded in agreement.

The Doctor glanced to her and smiled. "Oh, we're going back into the Racnoss nest. We've got to stop them. If they get that Web-star of theirs operational, it won't just mean the end of the colony, entire worlds could suffer!" He turned to Taylor and Kloon, his expression serious again. "It's important you make the Cheem realise the danger they're in. Good luck!"

Taylor nodded grimly and saluted before turning and following Kloon through the jungle towards the Cheem colony.

"I'm glad you're with us," whispered Katherine to Zoe. Since they had lost the TARDIS and had been guests of the Federation, Katherine had grown to like the resourceful security officer.

Zoe gave Katherine a strange look. "So am I."

The Doctor rubbed his hands together excitedly. "Now then, Zoe, Mr Carver; who's for a short trip in the TARDIS?"

Zoe and Carver watched in amazement as the Doctor moved around the central console. The pillar of light steadily rose and fell and the grinding sound of the TARDIS filled the air.

Katherine grinned at Zoe. "Good isn't it?"

Zoe nodded slowly, her eyes wide. "Incredible," she whispered.

The Doctor opened the TARDIS door quietly and looked around the dark, empty tunnel. It had only been a very short flight and to avoid mistakes, he had simply reset the co-ordinates so they had landed in the same place in the Racnoss nest.

Katherine, Zoe and Carver all stepped out from the TARDIS and the Doctor closed the door carefully behind them. He put his finger to his lips. "We need to destroy the empathic control crystals. That'll make sure this ship never flies again. Come on."

He crept carefully along the earthen, web-filed tunnel and the others followed. Both Zoe and Carver held their blasters ready for trouble.

They reached the intersection in the tunnels and the Doctor looked around almost with disappointment. "It's a bit quiet," he frowned, "almost too…."

Suddenly, there was a shriek from above them. They looked up to see a large Racnoss warrior hanging from a thick strand of web. Then everything seemed to happen in a blur.

Several more Racnoss screeched and hissed as they revealed themselves from niches and holes in the roof and the walls, concealed behind either webs or rocks.

It was a trap.

**17.**

Katherine screamed as the Racnoss dropped all around them.

Carver swung his blaster up and fired at the nearest Racnoss, catching it fully in the abdomen. It crashed to the floor with a shriek. But three other angry Racnoss hissed in fury and pounced on Carver before he had a chance to move. He fell to the floor with a cry and Katherine screamed again as the Racnoss stabbed at him with their spear-like front legs until he stopped moving, his blood pouring onto the earthen floor.

Zoe's face twisted in anger and she brought her blaster up.

But the Doctor caught the blaster and wrestled it from her grasp before she had chance to fire. "No!" he ordered. "If you do, they'll just kill you here and now!" He threw the blaster to the floor and turned to face the advancing Racnoss. "We surrender!"

Taylor stood next to Kloon in the Cheem council chamber.

It was a magnificent structure situated in the branches of an enormous tree that dwarfed even the usual jungle canopy height of Lanos III. The chamber itself was made from hundreds of light ash wood canes that were intricately entwined and meshed to form an elaborate circular room that encompassed the branches of the tree itself. The inside the chamber was also decorated by elegant wooden sculptures of, what looked to Taylor, to be artistic representations of Cheem.

Councillor Malk stood with several other Cheem in long robes, their bark also grey with age. Although they had greeted Taylor with diplomatic politeness, as they listened to what had happened in the jungle, their faces became cold and impassive.

"Why should we believe what you tell us Captain Taylor?" asked Malk.

"Because it's the truth," burst out Kloon, "why can't you see it? How many more Cheem must die?"

Malk's eyes flashed angrily but she ignored the young Cheem.

Taylor put a reassuring hand on Kloon's shoulder and then met Malk's eyes with indignation. "Because Madame Councillor, I am an officer of the Federation and I would not lie to you."

Malk nodded slowly, the colour of her bark-like skin becoming even paler. "Your words grant you dignity Captain." She glanced to the other councillors each side of her. "I fear we have tried to deny this threat from below for too long. We must accept that this could mean the end of the colony!"

**18.**

Katherine struggled against the thick cocoon that bound her for the umpteenth time, her efforts making her swing back and fore. Both she and Zoe were cocooned in webs and hung like flies a few feet above the ground. "I just can't move!" she cried with frustration.

"I know, neither can I," replied Zoe flatly.

Katherine gave another wriggle and then gave up. There was an angry silence for a few seconds then she looked out of the small chamber where they were held and along the dark tunnel beyond. "I wonder where they've taken the Doctor."

Zoe craned her neck around. "To that Queen of theirs probably."

Katherine nodded. "He said she needed him to try and get the ship operational didn't he?"

"I hope he knows what he's doing."

Katherine smiled. "He always knows what he's doing."

Zoe smiled. "Are you and he……?"

Katherine laughed and shook her head. "No, but he's like…………a brother I suppose. Sometimes older and he looks after me; sometimes younger and I have to make sure he doesn't get into too much trouble!" She paused and then smiled at Zoe. "I've never really put it into words before."

"And you get into trouble a lot?"

Despite the hopelessness of their situation, Katherine laughed again. "Oh, all the time, believe me!"

"How long have you been with him?"

"About a year I think. It's so hard to tell in the TARDIS!" Katherine paused again. "You should come with us Zoe. It's incredible, the things I've seen; the places we've visited!"

Zoe raised her eyebrows. "I'm a serving officer Katherine. I can't just ask for indefinite shore leave."

Katherine's face fell. "No, no I suppose not," she replied quietly.

"How did you meet him?" said Zoe suddenly.

Katherine's eyes became sad. "Creatures called Carrionites killed Remy, my husband…..."

"You were married?"

"As I said, so long ago now." Katherine smiled bravely. "What about you?"

Zoe shook her head. "No men in my life Kath, believe me."

The Doctor took off his glasses from where he had been inspecting the empathic control crystals of the web-star and turned to Countess Widarra who was poised over him. "Nope, it's no good. Some of these crystals are cracked. Any Racnoss you link to those wouldn't be able to handle the neural feedback."

Widarra nodded, but drew back her dark lips with a terrible smile. "I know, little Doctor." She prodded him twice in the chest with a spear-like front leg. "I hear two hearts. You're right, the damage to my Web-star could kill any Racnoss……..but not a Timelord!"

**19.**

Zoe looked around her and tried to flex her arms within the cocoon. To her surprise, it stretched a fraction. "Kath, is it me, or are these things getting warmer?"

Katherine felt the webbed strands inside her own cocoon. "You're right."

Zoe bit her lip. "Hang on, I might be able to reach the survival knife on my belt now." She wriggled around trying to force her arm lower in the cocoon and then her eyes lit up. "Got it!"

Suddenly a scream of pure agony came from deeper within the tunnels.

Katherine recognised the voice at once. "Doctor!"

The Doctor writhed against the webs that now held him at the centre of the crystals, his face contorted in pain. He had been hoisted upwards and vertical, his arms outstretched so that he now was connected directly to the empathic crystal network.

Around him, the Racnoss hatchlings had all taken their places in niches that were placed like a honeycomb along a huge wall in the main chamber. All were also connected to a smaller empathic crystal that ws situated in the niche.

Countess Widarra hung from a huge thread above the Doctor as she manipulated controls and crystals with all her legs. Her face was a picture of malicious glee as the Web-star started to power up and the crystals began to glow with the energy that was being drained from the Doctor.

"That's it little Doctor, just a little bit more, a bit more!" She watched the empathic control network fill with energy and the Web-star gave a little tremor as the first of its engines came on line. "Oh, that's very good, very good. Soon the Racnoss will be free to feed on the galaxy once more!"

Sweat dripped from the Doctor's brow. "Please," he gasped, "stop this now."

"Oh, why?" Widarra crooned. "You are just so full of life and power. It would be such a shame to waste it!"

"Because," panted the Doctor, "I could also do this!"

He closed his eyes and suddenly the red glow of the empathic crystals grew in intensity. The Web-star shook again as several of the crystals cracked and then exploded into shards.

"What are you doing?" screamed Widarra, looking desperately around the control chamber.

"Neural feedback," gasped the Doctor between gritted teeth, "it's a killer!" He gave a cry of agony as the hum of power started to rise and rise.

Suddenly two figures ran into the main chamber. It was Katherine and Zoe.

**20.**

"Hang on Doctor, we'll get you out!" shouted Katherine.

The Doctor looked down. "No, you can't!" he cried. "I can destroy the Racnoss this way! Get back to the TARDIS both of you!"

"We can't just leave you!" screamed Katherine.

"You have to, it's the only way!"

Widarra screamed as the neural feedback entered her control lattice and her body started to thrash about within the web.

Tears streamed down Katherine's face as she stared at horror at the Doctor amidst the carnage. Then out of the corner of her eye she saw what Zoe testing one of the webs for strength. "What are you doing?" she shouted.

"Can't let him die Kath; you'd never forgive me!" Zoe grinned, slashing at a strand of web with her knife. Then she leaned over and kissed Katherine hard on the mouth. "Bye Kath!"

Watched by a stunned Katherine, Zoe pushed herself up the wall using the strand of web. Once she was high enough, she turned, tested her balance, and then leapt across the chamber to land next to the Doctor on the web. Then, hand over hand, she swung herself over and started to cut the webbed bond that held him to the crystal lattice. With each cut, the Web-star gave another shudder and Zoe grimaced in pain as the energy lanced through her body.

Above the Doctor and Zoe, Countess Widarra struggled free of her webs and started downwards towards them, her face a mask of hatred.

"Zoe, watch out!" screamed Katherine from the floor of the cavern.

As the last of the bonds holding the Doctor came free, he fell forwards until he was caught by a wounded Zoe, her face blackened by the neural energy she had absorbed. She looked up at the sound of Katherine's voice and her eyes widened.

Widarra was almost upon them.

"Here Kath; catch!" She smiled weakly and let the Doctor fall from the web as Widarra pounced.

The Doctor fell into Katherine's arms and they both collapsed to the floor as the Web-star controls above them started to explode.

"Got to get away," muttered the Doctor weakly as, helped by Katherine, he staggered to his feet.

Suddenly, in the explosions above them were two screams; both female; both as they died.

The Doctor and Katherine dashed out of the main control chamber and through the tunnels as the explosions got bigger and bigger behind them mixed with the screams of all the Racnoss as they died.

After only seconds, they reached the TARDIS and fell inside. As the TARDIS dematerialised, the entire Web-star was consumed in a ball of intense heat and flame.

As the pillar of light moved up and down inside the TARDIS, the Doctor held Katherine close to him as they sat on the floor. She cried openly and the Doctor stroked her hair gently as he remembered the Federation officer that had sacrificed her life to save them all.

"I know," he whispered, "I know."

**Next Time: **The Doctor and Katherine arrive back in Ancient Egypt and meet Queen Cleopatra in '**The Scarab of the Nile'.**

**Colony of Webs – Confidential**

So Season 2 of 'TARDIS Adventures' begins with a rollicking adventure with the Racnoss.

I wonder how many readers thought that poor old Lt. Zoe Peters (who I see as being played by Samantha Janus) would become a new companion? I deliberately wrote it this way, so never take anything for granted! In fact, Zoe's self sacrifice was one of the first things I knew about her. It also plays a part in setting up a story arc for Katherine that will thread though some of the stories in the season. But more on that as the season develops………

'Colony of Webs' must have the most complicated genesis of any of the stories I have written so far as it went through so many different versions. The jungle planet of Lanos started life at least three years ago as a short story for both the Second and Fifth Doctors. Then I updated it twice more – once with the Ninth Doctor and the Karzak (originally conceived as spider creatures long before the Racnoss hit our screens in 'The Runaway Bride') and then the Tenth Doctor with the Sycorax! In both the latter versions a Harkness appeared. In the ninth Doctor version, it was Wil Harkness, Jack's older (and colder) brother serving on a base on Lanos (in place of the Cheem colony). In the Tenth Doctor story, it was Jack himself serving on the base, but before he had met the Doctor in 'The Empty Child'.

As I came to write the story for 'TARDIS Adventures', the TARDIS itself had been lost on the planet and I knew that some Federation presence would spill over from the last season finale. I didn't want too many soldiers around so the base on the planet became a Cheem colony and I set this up with the appearance of a Cheem ambassador in 'The End of History'. For a brief time, the Ice Warriors were going to make a fleeting appearance and I even considered having Commander Ssarl with the expedition, but there were just too many characters. Besides, I don't think ice Warriors would have functioned very well on a hot and humid jungle planet!

Here we go then.

Join TARDIS Adventures for another twelve stories over the next nine months………..


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